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As filed with the Securities and Exchange Commission on July 30, 1995
File No. 33-___________
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
GREENLAND CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 87-0439051
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) NUMBER)
4180 LA JOLLA VILLAGE DRIVE
SUITE 315
LA JOLLA, CA 92037
(ADDRESS AND ZIP CODE OF PRINCIPAL EXECUTIVE OFFICES)
EMPLOYEE COMPENSATION & CONSULTING SERVICES
(FULL TITLE OF THE PLAN)
KEVIN SMITH, 4180 LA JOLLA VILLAGE DRIVE, SUITE 315, LA JOLLA, CA 92037
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(619) 458-4226
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE OF AGENT FOR SERVICE)
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: /X/
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
------------ ------------ -------------- -------------- ------------
Common Stock 2,000,000 $ 0.25 $ 500,000 $ 100
(1) Calculated pursuant to rule 457(h).
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ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-KSB for the year ended December 31,
1995 and Form 8-K dated June 26, 1996; two Form 10-QSB's for the quarters ended
March 31, 1996 and June 30, 1996 filed under the Securities Exchange Act of 1934
are hereby incorporated by reference.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date
hereof and prior to the filing of a post-effective amendment, which indicates
that all securities offered hereby have been sold or which de-registers all
securities covered hereby then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents, except as to any portion of any future Annual or Quarterly
Report to Stockholders which is deemed to be modified or superseded for
purposes of this Registration Statement of the extent that such statement is
replaced or modified by a statement contained in this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Securities are registered under Section 12 of the Exchange Act
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Does not Apply
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS:
Section 78.751, as amended, of the General Corporation Laws of Nevada (the
"Act") provides that a corporation may indemnify a director or officer of the
corporation and to purchase and maintain liability insurance for those persons
as, and to the extent permitted by the Act.
The By-Laws of the Company contain provisions indemnifying its directors
and officers to the extent permitted by 78.751, as amended, of the General
Corporation Laws of Nevada (the "Act"), as amended from time to time.
The Company's Certificate of Incorporation limits directors' liability for
monetary damages for breaches of their duties of care owed the Company to the
fullest extent permitted by Nevada law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Does Not Apply
ITEM 8. EXHIBITS
The following is a list of exhibits filed as part of the Registration
Statement:
5.1 Opinion of Craig J. Shaber, Esquire
24.1 Consent of Smith & Company, CPAs
ITEM 9. UNDERTAKINGS
The undersigned hereby undertakes:
(1)(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
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(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
(2) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other that the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of San Diego, State of California, on the 30th day of
July, 1996.
GREENLAND CORPORATION
By: ____________________________________________________
KEVIN G. SMITH, Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
July 30, 1996
__________________________________________
Kevin G. Smith
Chairman and Chief Executive Officer
July 30, 1996
__________________________________________
Eric W. Gaer
President and Chief Operating Officer
July 30, 1996
__________________________________________
Michael H. deDomenico
Director and Principal Accounting Officer
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
5.1 Opinion of Craig J. Shaber, Esquire
24.1 Consent of Smith & Company, CPAs
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[LETTERHEAD]
July 24, 1996
Mr. Eric W. Gaer
Greenland Corporation
4180 La Jolla Village Dr., Suite 315
La Jolla, CA 92037
RE: LEGAL OPINION FOR S-8 REGISTRATION STATEMENT
Dear Mr. Gaer:
At your request, I have examined the form of Registration
Statement No.33-____________ which Greenland Corporation (the "Company") is
filing with the Securities and Exchange Commission, on Form S-8
(the "Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 2,000,000 shares of your Common Stock
(the "Stock") issuable pursuant to various employee agreements
(the "Agreements").
In rendering the following opinion, I have examined and relied only upon
the documents, and certificates of officers and directors of the Company as are
specifically described below. In my examination, I have assumed the genuineness
of all signatures, the authenticity, accuracy and completeness of the documents
submitted to me as originals, and the conformity with original documents of all
documents submitted to me as copies. My examination was limited to the
following documents and no others:
1. Certificate of Incorporation of the Company as amended to date;
2. Bylaws of the Company, as amended to date;
3. Resolutions adopted by the Board of Directors of the Company
authorizing the issuance of the Stock pursuant to the Agreements.
4. The Registration Statement.
5. The Agreements.
I have not undertaken, nor do I intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy or
accuracy of such documents and records.
Based on the foregoing, it is my opinion that the Stock to be issued under
the Agreements, subject to effectiveness of the Registration Statement and
compliance with applicable blue sky laws, and execution of the Agreements in the
form referred to herein, when issued pursuant to the Agreements, will be duly
and validly authorized, fully paid and non-assessable.
I express no opinion as to compliance with the securities or "blue sky"
laws of any state in which the Stock is proposed to be offered and sold or as
to the effect, if any, which non-compliance with such laws might have on the
validity of issuance of the Stock.
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Mr. Gaer
July 24, 1996
page 2
I consent to the filing of the opinion as an exhibit to any filing made
with the Securities and Exchange Commission or under any state or other
jurisdiction's securities act for the purpose of registering, qualifying or
establishing eligibility for an exemption from registration or qualification of
the Stock described in the Registration Statement in connection with the
offering described therein. Other than as provided in the preceding sentence,
this opinion (i) is addressed solely to you, (ii) may not be relied upon by any
other party, (iii) covers only matters of Delaware and federal law and nothing
in this opinion shall be deemed to imply any opinion related to the laws of any
other jurisdiction, (iv) may not be quoted or reproduced or delivered by you to
any other person, and (v) may not be relied upon for any other purpose
whatsoever. Nothing herein shall be deemed to relate to or constitute an
opinion concerning any matter not specifically set forth above.
By giving you this opinion and consent, I do not admit that I am an expert
with respect to any part of the Registration Statement or Prospectus within the
meaning of the term "expert" as used in Section 11 of the Securities Act of
1933, as amended, or the Rules and Regulations of the Securities and Exchange
Commission as promulgated thereunder.
The information set forth herein is as of the date of this letter. I
disclaim any undertaking to advise you of changes which may be brought to my
attention after the effective date of the Registration Statement.
Yours truly,
Craig J. Shaber
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[LETTERHEAD]
July 25, 1996
Board of Directors
Greenland Corporation
San Diego, California
RE: Consent to Use Our Audited Financial Statements as an Exhibit to
S8 Registration Statement
This letter serves as our consent to the filing of our audited financial
statements of Greenland Corporation, a Nevada corporation, dated February 8,
1996 for the year ending December 31, 1995.
Very Truly Yours,
Smith & Company
